Upside Down Smiles
by Self-Inflicted Insanity
Summary: If there's one thing Teddy and Tommy agree on, it's that Billy is not allowed to be depressed. (Depressive!Billy. Brotherly!Tommy. Adorable!Teddy. Billy/Teddy fluff.)


**AN: Because everybody loves angsty!Billy, and Billy/Teddy fluff, right? ('Everybody' being the seemingly almost-entirely-nonexistent YA fans out there...)  
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**Upside-Down Smiles**

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Billy was sitting by the window, staring listlessly out at New York City. Inside his head, his mind churned.

Outside the window, the city was calm, tranquil, serene, a stark difference from earlier that day.

It couldn't have been more than a few hours ago that the Avengers, and the Young Avengers who were currently part-time residing at Avengers Mansion—Speed, Hulkling, and Wiccan—had done some much needed supervillain-ass-kicking (the ass being kicked belonging to the latest new megalomaniac villain who had gotten hold of an incredible power they could hardly control and wanted to show the world what they could do).

Or rather, Billy thought darkly, his brother and his boyfriend had done some supervillain-ass-kicking along with the rest of the Avengers.

He himself, on the other hand, had been completely and totally useless. A burden, a dead weight. He hadn't been a hero today.

What the hell was wrong with him?!

He'd been able to go Demiurge and banish Mother from Earth, but this new bad guy shows up that nobody's even heard of before, wielding powers that Tommy had so shrewdly termed 'fucking crazy mystical/magical shit,' and even though that was Billy's shtick he had somehow found himself unable to control his abilities. Gods, he'd had to be rescued! By Hawkguy, of all people! Not that he had anything against Clint Barton. He'd long been a fan of the archer. But Billy was supposed to be one of the most powerful beings out there (as terrifing as that thought was) what with his reality-warping powers that were believed to be near-limitless in potential and capability and versatility, and he'd had to be rescued by a guy who was a completely normal human being with no powers to speak of—except for an uncanny aim, supreme skill with a bow and arrow, and a tendency to be a complete mess of a person... Billy was starting to think he shared that last talent with the archer.

Not only had he needed to be rescued by Clint, but his situation had distracted his boyfriend, and Teddy had almost gotten killed because of it.

Gods, Billy was awful! He'd disappointed everybody and put the entire team in danger... he thought he'd completely gotten a grip of his powers, but apparently he hadn't.

He still wasn't entirely sure what happened. He'd frozen, and he had no idea why.

But his powers hadn't been working right, and his mind had gone completely blank and white, and destructive power was tearing towards him but he couldn't get himself to move.

And then Clint had saved him. And then his powers had gone crazy, somehow, he couldn't hold them, and the blast of energy had knocked all his allies to the ground.

The guy who'd saved him had gotten a concussion because of him. Wolverine had gotten crushed by a building. Captain America had been thrown off the top of a skyscraper, and would have been a squished mass on the ground had Captain Marvel not been able to swoop by and catch him. Teddy, Billy's _boyfriend, _whom he loved more than life itself, had ended up full of shrapnel. Tommy, Billy's _twin brother,_ had run straight into a brick wall at top speed—luckily his unique physiology had let him get out of that mostly uninjured, but he'd still been knocked unconscious for a few minutes.

The villain had had the opportunity he needed to the destroy the Avengers, and would have succeeded had it not been for Spiderman and Stephen Strange.

The Avengers had almost lost, and it had been all. His. Fault. He really should stop doing this hero thing. He was going to get one of his friends, or his idols, killed. Again. It had already been his fault that they lost Cassie and Vision. If it was his fault they lost yet another team member? He wouldn't be able to live himself. He just wouldn't.

And it wasn't even like this was the first time that Billy had fucked everything up recently. Of course, there was the whole thing with Mother, which was also _all Billy's fault. _And not only that, but since they'd fixed that and returned to the Avengers, he'd _still _been constantly messing things up. For example, only the other week—

There was a sharp sting across his face as somebody slapped him, and not gently.

"Billy! Snap out of it, bro!"

* * *

Billy was sitting by the window, staring listlessly out at New York City. Again.

His figure was slumped against the windowsill, swamped in a huge black hoodie that was probably actually his boyfriend's. Limp, wet black hair fell into his face, but he didn't bother to brush the strands away. His brown eyes were dull and faraway. A frown was heavy on his lips.

He hadn't even turned on any emo music. The room he sat in was silent, except for the distant clicking of the analogue clock several rooms over on the wall of the kitchen.

Teddy had come in after having just finished showering, hair wet and smelling of his boyfriend's favorite citrus shampoo, and sat down next to the mage and placed a comforting hand on Billy's knee.

"Billy," he said.

No response.

"Billy," he said again, brown creasing in concern. "Billy, talk to me. Are you okay?" His hand moved to the mage's shoulder and the pressure of the touch increased slightly.

"Billy, please," Teddy said, voice nearly begging, something desperate and weary in his tone. "Please, don't do this again."

"What's going on?" came Tommy's voice as he waltzed into the room, wearing an outfit he'd borrowed from his brother's closet and flicking a wet strand of white hair out of his eyes. His green gaze landed on his twin. "Oh, fuck shit. Did Billy go all depressive _again?" _

"He scares me when he's like this," Teddy admitted, worrying at his lip.

Tommy sighed. "Let me guess: he's unresponsive. You can't get through to him."

Taking Teddy's heavy silence as an affirmative, the speedster sighed again.

"Okay, okay," he said, walking over and jabbing the Kree-Skrull with his elbow, nudging the concerned alien away. "Let me deal with this. This takes a brotherly touch, not a lovey-dovey caring-boyfriend one."

And then he'd slapped Billy hard across the face.

"Billy! Snap out of it, bro!" he snapped severely. "You're freaking out your poor boyfriend! Again! Now get the fuck out of the crap in your head and talk to us, or I'm going to slap you, repeatedly, so fast you'll be seeing stars, even though you can't see stars in New York city because of all the light pollution. I mean it, I'm going to penguin-slap you! At superspeed! Your cheeks will be so red you'll look like you do when I cockblock you in the middle of a very intimate moment with your boyfriend—"

"Tommy—" Teddy protested, reaching out a hand to pull the rather irate speedster away from his boyfriend, only to be himself interrupted by said boyfriend.

"Tommy?" Billy asked, brown eyes clearing as they locked onto his brother's face. His frown, if possible, deepened.

"Upside-down smiles look hideous on you," Tommy said, as if it were an epigram. "You keep frowning like that, you're going to get deep wrinkles there," he tisked, shaking his finger at the brunette and smirking. "And then I will _indisputably _be the handsomer twin, with my gorgeous, flawless, smooth skin, while you look like an old, angry man—"

"Tommy, shut up," Billy growled, turning his gaze determinedly back at the window. "And go away."

Moving so that he stood in front of Billy's window view, Tommy smirked, crossing his arms as he crooned mockingly, "Can I getta: 'And go fuck yourself' with that?"

Billy glared at him. "Leave me alone," he growled.

"Sorry, I can't do that," Tommy said, squeezing himself onto the window seat and effectively pushing his brother off and onto the floor, where the speedster then proceeded to poke him mercilessly with his feet. "Not until you go apologize to your boyfriend for being such a bad boyfriend and ignoring him and not allowing him to help you when helping you is all that he wants." Tommy kept poking the spiritless teen on the floor. "Seriously, you need to apologize to him, right now, and make it up to him by indulging him in a conversation where you tell him exactly what's wrong with you, and let him fix you. Seriously, bro, Teddy has this kicked-puppy-dog-look about him, and it's really awful. So pick yourself off the fucking ground and make your boyfriend feel better by allowing him to make _you_ feel better." When the lump of a mage didn't move, Tommy poked him harder and faster, jabbing him in the side with his bony toes. "If you don't, my penguin-slapping threat still stands. In addition, I will dump cold water over your head, to wake you up from this ridiculous state of depression and self-loathing. Or actually, better yet, I will pick you up, toss you over my shoulder like a sack of potatoes, and I will run your skinny ass all the way to Alaska and dump you in the arctic so you can swim with polar bears. And then—"

"Tommy," Teddy said seriously, pulling the speedster away from Billy. "Be nicer to him."

"You say that like I'm being mean!" Tommy snapped, roughly jerking himself out of the blond's grasp and zipping to the other side of the room to cross his arms and glare. "I'm not being mean! But somebody needs to tell Billy that he needs to pick his fucking self off the fucking ground and deal with his problems like an Avenger, because he _is _an _Avenger, _and Avengers don't wallow in self pity and depress their boyfriends, and Avengers shouldn't be afraid to ask for help, and also, he needs to _know, _very clearly, that he is _not_ allowed to be depressed." He glared at his brother's slumped form.

Billy picked himself up off the ground slowly, keeping his gaze down on the floor.

"Good," Tommy said, grabbing Billy's shoulders and pushing the mage, roughly, into Teddy, who of course caught him, gently. "Now have a sickeningly sweet, sappy, emotional conversation with your boyfriend who loves you so much it's vomit-inducing."

And then there was a cool breeze and Tommy was gone.

For a moment, Teddy just held his boyfriend tightly in his strong arms, supporting him.

Teddy was so big, and strong, and so, so gentle. Except when he was angry, and especially when Billy was in danger, at which times he was downright terrifying. But right now, holding his boyfriend, he was so incredibly gentle, and warm, and strong, and comforting.

He was there for Billy. He needed Billy to understand that. He was never, ever, _ever _leaving Billy. Even when Billy was depressed, even when he hated himself, was scared of himself, tried to shut everybody else out.

"I hate the world," Billy muttered almost incomprehensibly.

"Is this about what happened earlier today?" Teddy asked; gently.

Billy nodded glumly against his boyfriend's broad, strong chest. "It's... it's... I really, _really_ messed up... I-I almost got you guys k-killed... I wasn't an Avenger today, Tee... I kn-know it's stupid for me to feel this way, but—"

"Bee," Teddy said, using one of his nicknames for his boyfriend as he took Billy's chin in his hands, tilting it up and forcing the smaller teen to meet his gaze. "I need you to listen to me, okay?"

The brunette nodded, trying to pull his gaze away, but Teddy wouldn't let him.

"I need you to listen to me." Teddy lifted a hand and brushed a dark, damp lock of hair from his boyfriend's face, blue eyes intense and gaze earnest. "I need you to listen to me when I tell you that _I will always love you. _You are an Avenger, Bee, and you _deserve _to be. You're as much an Avenger as me, as Captain America, as Thor."

Billy tried to look away, but Teddy commanded his attention. "No, Billy, you need to _look _at me when I tell you this."

Billy stopped trying not to, staring into those warm, summer-sky eyes, so deep he'd often thought he could drown in them. His heart was hammering from that look Teddy was giving him.

"You know more about the history of the Avengers than almost anyone," Teddy reminded him. "You know about all the triumphs, and all their failures, and all their mistakes. You _know _that every single person who has ever called themselves an Avenger has had times they've fucked things up. You _know _that often times, Avengers have to save the world from themselves. You know they've all lost people. You _know _that." A thumb traced over Billy's cheek. "And yet, aren't they all still _Avengers? _They don't give up. They keep going, despite horrors and tragedies, and they try to do better next time, and they make up for their mistakes. They've all had to be saved, and they've all saved each other. Being an Avengers is a _process, _Billy. You _know _that."

Billy didn't so much as nod, but Teddy could practically see the thoughts churning behind those chocolate-brown eyes.

"Also," Teddy continued seriously, "I shouldn't have to remind you about what Stephen Strange told you after the battle today. The villain was messing with your magic, Bee. It wasn't your fault."

There was a flare of denial in those chestnut eyes.

"Billy," the blond said, palm against his boyfriend's cheek, cerulean eyes so intense Billy felt his knees go shaky. _"Not everything is your fault." _

Tears were rolling down Billy's face as he was finally allowed to break away from that thrillingly horripilating gaze, burying his head in the Kree-Skrull's shoulder, trying to smother the sobs that were shaking his frame.

"I-I'm s-sorry," Billy spluttered. "I'm sorry, Tee... I-I love you, I..."

"Shh, I know," Teddy said soothingly, rubbing comforting circles into his boyfriend's back. "I know, and I love you too. So please, please don't shut me out when you're miserable, okay? You'll always have me, and you're not going to get me to leave, so you really need to stop trying every time you feel like you're a bad person and that you don't deserve me." He hugged his boyfriend tighter. "Because you, Billy Kaplan, are a wonderful, amazing, beautiful person, and there's nobody else I would ever want to share my life with."

Sniffling, Billy rubbed at his leaking eyes. "I know, and I... you know I feel the same way about you, Tee."

"I know," Teddy pressed a kiss to his boyfriend's temple, before pulling him closer and resting his chin over Billy's head, one hand moving up to stroke the brunette's hair. "And we'll be with each other to the end of forever."

A small smile graced Billy's lips.

"So, next time something happens," Teddy continued, pulling away slightly to look into his soul mate's cinnamon eyes, "you make sure you come to _me, _and not the window, okay? You keep going to the window and I'm going to get jealous."

The bud of a smile on the mage's face blossomed, showing a sliver of teeth. "Jealous of a window, Teddy Altman?" he grinned. "Really?"

"You know I'm selfish and want you all to myself," Teddy grinned back, gathering his boyfriend into his arms again, pressing an affectionate kiss to that adorable smile.

"Mm," Billy murmured happily against the blond's lips. "I wouldn't have it any other way."

The kiss deepened, tongues starting to get involved.

"Anybody ever told you two that you're absolutely nauseating?" came a quip from the doorway.

The lovers broke apart and turned to see Tommy standing there, pulling a gag face and clutching his stomach while bending over slightly as if he was going to throw up.

"Shut up, Whitey," Billy grumbled at his brother, though he was still smiling, in a way that could almost be called a smirk.

"Whitey?" Tommy asked, straightening and raising a white eyebrow. "That's a new one. I guess we're all feeling better, then?" He didn't even wait for an answer before pulling a couple aerosol cans from seemingly nowhere and spraying the contents all over the loving couple. "Because you're so fuckin' _silly!"_ he said in way of explanation, smirk twisting his lips, before running off cackling, dropping the empty cans to the floor where they clattered against the wood.

Billy and Teddy looked at each other, both covered from head to toe in pink and blue Silly String.

"Silly?" the alien asked.

"'Cause it's Silly String, I guess," Billy said, rolling his eyes and brushing some of the colorful plastic string out of his face. "Ugh, he's worse than my little brothers. He's like..." he paused for a moment, lips pursed as he considered. "He's like a crazy, energetic little kitten that dashes all around the house scratching furniture, pulling down curtains, knocking down lamps, biting people, and attacking their feet."

"At least he's house-trained," Teddy offered, eliciting an amused snort from Billy. "And he didn't _actually _vomit all over the carpet, even if he looked like he was going to."

"Yeah, I guess there's that." Billy grinned, wrapping his arms around his boyfriend's neck and carding his fingers through the back of Teddy's blond hair, combing out some of the Silly String which drifted lightly to the floor. "What do you say next time we make him _actually _vomit, huh?"

It was Teddy's turn to grin. "Sounds like a worthy goal to me," he murmured as he closed the distance between them with another kiss. "We really _are_ sickening, aren't we?"

"Totally."

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_**THE END.**_

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**AN: They really are sickeningly adorable XD That has got to be the longest and most sappy romance scene I have ever written. Hope I did okay ;3****  
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